Klövern AB (publ)

Decisions at Annual General Meeting of Klövern AB (publ) - Seite 2

The fixed salary shall be market oriented and competitive and take into account the individual’s areas of responsibility and experience. The basic salary shall be subject to annual review. Senior executives do not receive fees for board assignments in the Company or its subsidiaries.

Variable Remuneration must be linked to pre-determined and measurable criteria, designed in the purpose of promoting the long-term value creation of the Company. For the CEO no variable remuneration shall be paid, and for other ordinary senior executives variable remuneration may amount to a maximum of 25 per cent of the fixed annual salary. Rewarded variable remuneration is paid in the form of salary not conferring pension rights.

Senior executives, excluding the CEO, shall in addition be offered to participate in long-term incentive programs if such programs are established within the Company.

The composition of the Nominations Committee

The Nominations Committee shall consist of five members, of which one member shall be the Chairman of the Board. The Chairman of the Board shall contact the four largest shareholders by voting power of the Company as of the last day of share trading in September the year preceding the Annual General Meeting. In the event of a requested shareholder not wishing to appoint a member to the Nominations Committee, the next largest shareholder, who has not been asked to appoint a representative to the Nominations Committee, shall be asked. The Nominations Committee shall appoint a Chairman from among its members, who may not be a member of the Board of the Company.

Authorisation for the Board to acquire and transfer the Company’s own shares

The Annual General Meeting decided to authorize the Board, at the longest until the next Annual General Meeting, to decide to acquire and transfer Klövern’s own shares.

The Board’s proposal for authorisation is intended to provide the Board with greater possibilities to adapt the capital structure of the Company to the capital requirement from time to time and thus be able to contribute to increased shareholder value. In addition, the authorisation is intended to enable the Board to transfer shares in connection with financing of acquisitions of properties or companies through payment in the form of the Company’s own shares and to enable the raising of working capital or widening of the ownership base. The intention of the authorisation does not allow the Company to trade in its own shares with the intention of generating short-term profits.